Common use of Payment of Lender's Expenses, Indemnity, etc Clause in Contracts

Payment of Lender's Expenses, Indemnity, etc. (a) Borrower shall: (i) pay, without duplication and subject to any limitations set forth elsewhere in this Agreement, all reasonable out-of-pocket costs and expenses of Lender in connection with Lender's due diligence review of the Collateral, the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection of Lender's Liens in the Collateral (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, consultants, surveys, lien searches, filing and recording fees, and escrow fees and expenses), all internal valuations and Appraisals of the Real Property Assets made by Lender, in connection with the administration of the Loan and any amendment, waiver or consent relating to any of the Loan Documents including releases of Release Properties (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of any outside or special counsel to Lender) and of Lender in connection with the preservation of rights under, any amendment, waiver or consent relating to, and enforcement of, the Loan Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Obligations (including, without limitation, the reasonable fees and disbursements of counsel for Lender); (ii) pay, and hold Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (iii) indemnify Indemnified Party (herein defined) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnified Party as a result of (A) the execution, delivery or performance of any Loan Document and the exercise by Lender of their rights and remedies (including, without limitation, foreclosure) under the Loan Documents (B) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Real Property Assets or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (C) any use, nonuse or condition in, on or about the Real Property Assets or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (D) performance of any labor or services or the furnishing of any materials or other property in respect of the Real Property Assets or any part thereof; (E) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (F) the payment of any commission,

Payment of Lender's Expenses, Indemnity, etc. The Borrower shall: -------------------------------------------- (a) Borrower shall: (i) pay, without duplication and subject to any limitations set forth elsewhere in this Agreement, pay all reasonable out-of-pocket costs and expenses of the Lender in connection with Lender's due diligence review of the Collateral, the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection of Lender's Liens in the Collateral (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, consultants, surveys, lien searches, filing and recording fees, and escrow fees and expenses), all internal valuations and Appraisals of the Real Property Assets made by Lender, in connection with the administration of the Loan and any amendment, waiver or consent relating to any of the Loan Documents including releases of Release Properties (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of any outside or special counsel to Lender) and of Lender in connection with the preservation of rights under, any amendment, waiver or consent relating to, and enforcement of, this Agreement and the Loan Related Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Obligations (including, without limitation, the reasonable fees and disbursements of counsel for the Lender); (ii) pay, and hold Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (iiib) indemnify Indemnified Party the Lender, its officers, directors, employees, representatives and agents and any persons or entities owned or controlled by. owning or controlling, or under common control or Affiliated with Lender (herein definedeach an "Indemnitee") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnified Party Indemnitee as a result of of, or arising out of, or in any way related to or by reason of, (Ai) the execution, delivery or performance occurrence of any Loan Document an Event of Default hereunder and (ii) the exercise by the Lender of their its rights and remedies (including, without limitation, foreclosure) under the Loan Documents (B) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Real Property Assets this Agreement or any part thereof Related Document (but excluding, as to any indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (C) any use, nonuse or condition in, on or about the Real Property Assets or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (D) performance of any labor or services or the furnishing of any materials or other property in respect of the Real Property Assets or any part thereof; (E) any and all claims and demands whatsoever which may be asserted against Lender disbursements incurred by reason of any alleged the gross negligence or willful misconduct of such Indemnitee). The Borrower's obligations or undertakings on its part to perform or discharge any under this subsection 9.5 shall survive the termination of the terms, covenants, or agreements contained in any Lease; (F) this Agreement and the payment of any commission,the Obligations.

Payment of Lender's Expenses, Indemnity, etc. (a) Borrower -------------------------------------------- shall: (ia) pay, without duplication and subject to any limitations set forth elsewhere in this Agreement, pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the fees and disbursements of counsel for Lender) in connection with Lender's due diligence review of the Collateral, the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection of Lender's Liens in the Collateral (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, consultants, surveys, lien searches, filing and recording fees, and escrow fees and expenses), all internal valuations and Appraisals of the Real Property Assets made by Lender, in connection with the administration of the Loan therein and any amendment, waiver or consent relating to any of the Loan Documents including releases of Release Properties (includingDocuments, without limitation, as to each of the foregoing, the reasonable fees and disbursements of any outside or special counsel to Lender) and of Lender in connection with the preservation of rights under, any amendment, waiver or consent relating to, and enforcement of, the Loan Documents and the documents and instruments referred to therein any amendment thereto or in connection with any restructuring or rescheduling of the Obligations (including, without limitation, the reasonable fees and disbursements of counsel for Lender); (ii) pay, and hold Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxesObligations; and (iiib) indemnify Indemnified Party Lender, its officers, directors, employees, representatives and agents and any persons or entities owned or Controlled by, owning or Controlling, or under common Control or Affiliated with Lender (herein definedeach an "Indemnitee") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnified Party Indemnitee as a result of, or arising in any manner out of, or in any way related to or by reason of (Ai) the execution, delivery or performance of any Loan Document and (ii) the exercise by Lender of their rights and remedies (including, without limitation, foreclosure) under the Loan Documents (B) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Real Property Assets or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (C) any use, nonuse or condition in, on or about the Real Property Assets or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (D) performance breach of any labor of Borrower's representations and warranties or services or the furnishing of any materials or other property in respect of the Real Property Assets or any part thereof; (E) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (F) the payment of any commission,Borrower's Obligations.

Payment of Lender's Expenses, Indemnity, etc. (a) The Borrower shall: (ia) paywhether or not the transactions hereby contemplated are consummated, without duplication and subject to any limitations set forth elsewhere in this Agreement, pay all reasonable out-of-pocket costs and expenses of Lender in connection with Lender's due diligence review of the Collateral, the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection of Lender's Liens in the Collateral (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, consultants, surveys, lien searches, filing and recording fees, and escrow fees and expenses), all internal valuations and Appraisals of the Real Property Assets made by Lender, in connection with the administration of the Loan and any amendment, waiver or consent relating to any of the Loan Documents including releases of Release Properties (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of any outside or special counsel to Lender) and of Lender in connection with the preservation of rights under, any amendment, waiver or consent relating to, and enforcement of, the Loan Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling closing of the Obligations (includingLoans made pursuant to this Agreement up to a limit of $40,000; PROVIDED, without limitationHOWEVER, that any unused portion of the reasonable fees loan application fee of $25,000, heretofore paid to the Lender, shall be credited against such costs and disbursements of counsel for Lender)expenses; (iib) pay, and hold the Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender) to pay such taxes; and (iiic) indemnify Indemnified Party the Lender, its officers, directors, employees, representatives and agents and any persons or entities owned or controlled by, owning or controlling, or under common control or Affiliated with Lender (herein definedeach an "INDEMNITEE") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnified Party Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of (A) the transactions contemplated under, or the execution, delivery or performance of, this Agreement or any of the Related Documents, (ii) the breach of any Loan Document of the Borrower's, the Principal's, SLGM's or SLGP's representations and warranties or of any of their respective agreements or obligations hereunder or under any of the Related Documents to which it is a party, and (iii) the exercise by the Lender of their its rights and remedies (including, without limitation, foreclosure) under the Loan Documents (B) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Real Property Assets this Agreement or any part thereof Related Document (but excluding, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or on disbursements to the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (C) any use, nonuse or condition in, on or about the Real Property Assets or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (D) performance of any labor or services or the furnishing of any materials or other property in respect of the Real Property Assets or any part thereof; (E) any and all claims and demands whatsoever which may be asserted against Lender extent incurred solely by reason of any alleged the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction). Borrower's obligations or undertakings on its part to perform or discharge any under this subsection shall survive the termination of the terms, covenants, or agreements contained in any Lease; (F) this Agreement and the payment of any commission,the Obligations.

Payment of Lender's Expenses, Indemnity, etc. (a) The Borrower shall: (ia) pay, without duplication and subject to any limitations set forth elsewhere in this Agreement, pay all reasonable out-of-pocket costs and expenses of the Lender in connection with Lender's due diligence review of the Collateral, the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection of Lender's Liens in the Collateral (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, consultants, surveys, lien searches, filing and recording fees, and escrow fees and expenses), all internal valuations and Appraisals of the Real Property Assets made by Lender, in connection with the administration of the Loan and any amendment, waiver or consent relating to any of the Loan Documents including releases of Release Properties (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of any outside or special counsel to Lender) and of Lender in connection with the preservation of rights under, any amendment, waiver or consent relating to, and enforcement of, this Agreement and the Loan Related Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Obligations (including, without limitation, the reasonable fees and disbursements of counsel for the Lender); (ii) pay, and hold Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (iiib) indemnify Indemnified Party the Lender, its officers, directors, employees, representatives and agents and any persons or entities owned or controlled by, owning or controlling, or under common control or Affiliated with Lender (herein definedeach an "Indemnitee") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnified Party Indemnitee as a result of of, or arising out of, or in any way related to or by reason of, (Ai) the execution, delivery or performance occurrence of any Loan Document an Event of Default hereunder and (ii) the exercise by the Lender of their its rights and remedies (including, without limitation, foreclosure) under the Loan Documents (B) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Real Property Assets this Agreement or any part thereof Related Document (but excluding, as to any indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (C) any use, nonuse or condition in, on or about the Real Property Assets or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (D) performance of any labor or services or the furnishing of any materials or other property in respect of the Real Property Assets or any part thereof; (E) any and all claims and demands whatsoever which may be asserted against Lender disbursements incurred by reason of any alleged the gross negligence or willful misconduct of such Indemnitee). The Borrower's obligations or undertakings on its part to perform or discharge any under this subsection 9.5 shall survive the termination of the terms, covenants, or agreements contained in any Lease; (F) this Agreement and the payment of any commission,the Obligations.

Payment of Lender's Expenses, Indemnity, etc. (a) Borrower shall: (i) pay, without duplication and subject to any limitations set forth elsewhere in this Agreement, all reasonable out-of-pocket costs and expenses of Lender in connection with Lender's due diligence review of the Collateral, the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection of Lender's Liens in the Collateral (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, consultants, surveys, lien searches, filing and recording fees, and escrow fees and expenses), all internal valuations and Appraisals of the Real Property Assets Asset made by Lender, in connection with the administration of the Loan and any amendment, waiver or consent relating to any of the Loan Documents including releases of Release Properties the Real Property Asset (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of any outside or special counsel to Lender) and of Lender in connection with the preservation of rights under, any amendment, waiver or consent relating to, and enforcement of, the Loan Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Obligations (including, without limitation, the reasonable fees and disbursements of counsel for Lender); (ii) pay, and hold Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (iii) indemnify Indemnified Party (herein defined) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnified Party as a result of (A) the execution, delivery or performance of any Loan Document and the exercise by Lender of their rights and remedies (including, without limitation, foreclosure) under the Loan Documents (B) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Real Property Assets Asset or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (C) any use, nonuse or condition in, on or about the Real Property Assets Asset or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (D) performance of any labor or services or the furnishing of any materials or other property in respect of the Real Property Assets Asset or any part thereof; (E) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (F) the payment of any commission,, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan evidenced by the Note and secured by the Security Instrument; or

Payment of Lender's Expenses, Indemnity, etc. (a) Borrower shall: (ia) paywhether or not the transactions hereby contemplated are consummated, without duplication and subject to any limitations set forth elsewhere in this Agreement, pay all reasonable out-of-pocket costs and expenses of Lender in connection with Lender's due diligence review of the Collateral, the negotiation, preparation, execution and delivery of the Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection of Lender's Liens in the Collateral (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, consultants, surveys, lien searches, filing and recording fees, and escrow fees and expenses), all internal valuations and Appraisals of the Real Property Assets made by Lender, in connection with the administration of the Loan and any amendment, waiver or consent relating to any of the Loan Documents including releases of Release Properties (including, without limitation, as to each of the foregoing, the reasonable fees and disbursements of any outside or special counsel to Lender) and of Lender in connection with the preservation purchase of rights underthe Loans pursuant to this Agreement in accordance with the terms of that certain commitment letter dated August 20, any amendment, waiver or consent relating to, and enforcement of, the Loan Documents 1997 between Borrower and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Obligations (including, without limitation, the reasonable fees and disbursements of counsel for Lender)REIT; (iib) pay, and hold the Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Lender) to pay such taxes; and (iiic) indemnify Indemnified Party the Lender, its officers, directors, employees, representatives and agents and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Lender (herein definedeach an "Indemnitee") ---------- from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, he actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnified Party Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the ObligationsDebt) be imposed on, asserted against or incurred by any Indemnified Party Indemnitee as a result of, or arising out of, or in any way related to or by reason of, (i) any of (A) the transactions contemplated under, or the execution, delivery or performance of, this Agreement, the Notes, the Mortgages, the other Loan Documents and the Collateral Account Agreement, (ii) the breach of any of the Borrower's, or the REIT's representations and warranties or of any of their respective agreements or obligations hereunder or under, the Notes, the Mortgages, the other Loan Document Documents and the exercise by Lender of their rights and remedies (includingCollateral Account Ading, without limitation, foreclosure) under this Agreement, the Notes, the Mortgages, the other Loan Documents and the Collateral Account Agreement, (B) but excluding, as to any accidentIndemnitee, injury any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to or death of persons or loss of or damage to property occurring in, on or about the Real Property Assets or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (C) any use, nonuse or condition in, on or about the Real Property Assets or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (D) performance of any labor or services or the furnishing of any materials or other property in respect of the Real Property Assets or any part thereof; (E) any and all claims and demands whatsoever which may be asserted against Lender extent incurred solely by reason of any alleged the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction). Borrower's obligations or undertakings on its part to perform or discharge any under this subsection shall survive the termination of the terms, covenants, or agreements contained in any Lease; (F) this Agreement and the payment of any commission,the Debt.